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Consignment Agreement (Ireland)

Consignment Agreement (Ireland)

This Consignment Agreement (the "Agreement") is entered into on [Effective Date] by and between:

[Consignor Name] ([Consignor Type]), whose registered or principal address is at [Consignor Address], [Consignor City], [Consignor Eircode], Ireland (hereinafter the "Consignor");

and

[Consignee Name] ([Consignee Type], VAT No. [Consignee VAT Number]), whose registered or principal address is at [Consignee Address], [Consignee City], [Consignee Eircode], Ireland (hereinafter the "Consignee").

The Consignor and the Consignee are hereinafter collectively referred to as the "Parties" and individually as a "Party".

BACKGROUND

The Consignor is the owner of certain goods described in this Agreement and wishes to consign those goods to the Consignee for the purpose of display and sale to the public. The Consignee is willing to accept the consigned goods and to use reasonable commercial efforts to sell them on the terms and conditions set out in this Agreement.

1. DEFINITIONS AND INTERPRETATION

In this Agreement, unless the context otherwise requires:

"Agreement" means this Consignment Agreement, including any schedules, appendices, or written amendments agreed between the Parties.

"Business Day" means any day other than a Saturday, Sunday, or public holiday in the Republic of Ireland.

"Commission" means the amount payable to the Consignee in respect of each sale of Consigned Goods, calculated as a percentage of the Retail Price in accordance with Clause 5.

"Consigned Goods" means the goods described in Clause 3 and any additional goods consigned by the Consignor to the Consignee pursuant to this Agreement, as recorded in the delivery notes signed by both Parties.

"Consignment Period" means the period during which the Consigned Goods are in the possession of the Consignee for the purposes of this Agreement.

"Delivery Note" means a written record of each delivery of goods, signed by both Parties, specifying the description, quantity, condition, and agreed Retail Price of the goods delivered.

"Net Proceeds" means the Retail Price less the Commission and any applicable VAT.

"Retail Price" means the price at which the Consigned Goods are offered for sale to the public, as determined in accordance with Clause 4.

2. OWNERSHIP AND TITLE

The Consignor shall at all times retain legal and beneficial ownership of the Consigned Goods until such time as they are sold to a third-party purchaser. Title to the Consigned Goods shall pass directly from the Consignor to the third-party purchaser at the point of sale. No title to the Consigned Goods shall at any time vest in the Consignee.

The Consignee acknowledges that the Consigned Goods are not and shall not become assets of the Consignee and shall not be subject to any lien, charge, or encumbrance created by the Consignee. In the event of the Consignee's insolvency, examinership, receivership, or liquidation under the Companies Act 2014, the Consignor shall be entitled to the immediate return of all unsold Consigned Goods.

The Consignee shall clearly identify the Consigned Goods in its records, kept separate from its own stock, and shall ensure that the Consigned Goods are identifiable as the property of the Consignor at all times.

3. CONSIGNED GOODS AND DELIVERY

The Consignor agrees to consign the following goods to the Consignee: [Goods Description].

The initial consignment shall comprise [Initial Quantity], to be delivered to the Consignee at [Delivery Location].

Each delivery of Consigned Goods shall be accompanied by a Delivery Note prepared by the Consignor and signed by both Parties at the time of delivery. The Delivery Note shall record the description, quantity, condition, and agreed Retail Price of each item. The Consignee shall inspect the goods upon delivery and shall notify the Consignor in writing of any damage, defect, or discrepancy within 3 Business Days of receipt, failing which the goods shall be deemed accepted in satisfactory condition.

The Consignor shall be responsible for the cost of delivering the Consigned Goods to the delivery location. Risk of loss or damage to the Consigned Goods shall pass to the Consignee upon acceptance of delivery.

4. PRICING

Pricing method: [Pricing Method].

Any change to the Retail Price shall require [Price Change Notice] days' prior written notice to the other Party. Price changes shall not apply retrospectively to goods already marked or displayed at the previous price.

5. COMMISSION AND PAYMENT

In consideration for the Consignee's services in storing, displaying, and selling the Consigned Goods, the Consignee shall be entitled to retain a commission of [Commission Percentage]% of the Retail Price for each item of Consigned Goods sold (the "Commission").

The Consignee shall remit the Net Proceeds (being the Retail Price less the Commission) to the Consignor on a [Payment Frequency] basis, within [Payment Terms Days] days of the end of each reporting period. Each remittance shall be accompanied by a written statement (the "Sales Report") setting out: (a) the description and quantity of each item of Consigned Goods sold during the period; (b) the Retail Price at which each item was sold; (c) the Commission deducted; (d) the Net Proceeds payable; and (e) the quantity and description of unsold Consigned Goods remaining in the Consignee's possession.

Payment shall be made by bank transfer to the account details provided by the Consignor. If the Consignee fails to pay any amount due under this Agreement by the due date, interest shall accrue on the outstanding amount at the rate prescribed under the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012), being 8% per annum above the European Central Bank's main refinancing rate.

6. OBLIGATIONS OF THE CONSIGNEE

The Consignee shall: (a) use reasonable commercial efforts to promote and sell the Consigned Goods; (b) display the Consigned Goods in a prominent and suitable location at the delivery premises; (c) store the Consigned Goods in a clean, dry, and secure environment, separate from the Consignee's own stock; (d) maintain accurate records of all Consigned Goods received, sold, returned, damaged, or lost; (e) allow the Consignor or their authorised representative to inspect the Consigned Goods and records upon reasonable notice during normal business hours; and (f) comply with all applicable consumer protection legislation, including the Consumer Rights Act 2022 and the Consumer Protection Act 2007, in connection with the sale of the Consigned Goods.

The Consignee shall not: (a) alter, modify, repackage, or rebrand the Consigned Goods without the prior written consent of the Consignor; (b) use the Consigned Goods for any purpose other than display and sale; (c) remove or obscure any labels, marks, or packaging applied by the Consignor; or (d) mix the Consigned Goods with its own stock in a manner that makes them indistinguishable.

7. OBLIGATIONS OF THE CONSIGNOR

The Consignor shall: (a) deliver the Consigned Goods in good condition and as described in the Delivery Note; (b) ensure that the Consigned Goods comply with all applicable product safety and consumer protection legislation, including the European Communities (General Product Safety) Regulations 2004 (S.I. No. 199 of 2004); (c) ensure that the Consigned Goods do not infringe any third party's intellectual property rights; (d) provide the Consignee with all relevant product information, care instructions, and marketing materials; and (e) notify the Consignee promptly of any product recalls, safety warnings, or defects affecting the Consigned Goods.

The Consignor warrants that it has full legal title to the Consigned Goods and the right to consign them under this Agreement, free from any lien, charge, or encumbrance.

8. LOSS, DAMAGE, AND RESPONSIBILITY

The Consignee shall be responsible for any loss, theft, or damage to the Consigned Goods whilst in its possession, care, or control, except where such loss, theft, or damage is caused by an inherent defect in the goods or by a Force Majeure Event.

Where the Consignee is responsible for loss, theft, or damage to the Consigned Goods, the Consignee shall pay to the Consignor the full Retail Price of the affected goods (less any Commission that would have been payable) within 14 days of the loss, theft, or damage being confirmed.

9. TERM AND TERMINATION

Either Party may terminate this Agreement for convenience by giving the other Party not less than [Termination Notice Days] days' written notice.

Either Party may terminate this Agreement with immediate effect by written notice if: (a) the other Party commits a material breach of this Agreement and, where that breach is remediable, fails to remedy it within 14 days of receiving written notice requiring it to do so; (b) the other Party becomes insolvent, enters examinership, receivership, or liquidation under the Companies Act 2014, or makes any arrangement with its creditors generally; or (c) the other Party ceases, or threatens to cease, to carry on business.

Upon termination: (a) the Consignee shall immediately cease selling the Consigned Goods; (b) the Consignee shall remit all outstanding Net Proceeds to the Consignor within 14 days; (c) unsold Consigned Goods shall be returned in accordance with Clause 10 (if applicable) or collected by the Consignor; and (d) the Consignee shall provide a final Sales Report covering all transactions up to and including the date of termination.

10. GENERAL PROVISIONS

Each Party shall comply with all applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 and the Data Protection Act 2018, in connection with any personal data processed pursuant to this Agreement.

Neither Party shall be in breach of this Agreement or liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events beyond its reasonable control (a "Force Majeure Event"). The affected Party shall promptly notify the other Party in writing and use all reasonable endeavours to mitigate the effects. If the Force Majeure Event continues for more than 60 days, either Party may terminate this Agreement by giving 14 days' written notice.

This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior negotiations, representations, warranties, understandings, or agreements, whether written or oral.

No variation of this Agreement shall be effective unless it is in writing and signed by the duly authorised representatives of both Parties.

Neither Party may assign, transfer, or sub-contract its rights or obligations under this Agreement without the prior written consent of the other Party.

If any provision of this Agreement is found by any court or competent authority to be invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant provision shall be severed, and the remaining provisions shall continue in full force and effect.

This Agreement may be executed in any number of counterparts. Execution by electronic signature in accordance with the Electronic Commerce Act 2000 shall be valid.

Any notice required under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by registered post (An Post or equivalent) to the relevant Party's address set out in this Agreement, or sent by email with delivery confirmation.

The relationship between the Parties is that of independent contracting parties. Nothing in this Agreement shall constitute a partnership, joint venture, agency, or employer-employee relationship between the Consignor and the Consignee.

11. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Ireland.

Each Party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

12. DISPUTE RESOLUTION

In the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt to resolve the matter by good faith negotiation for a period of not less than 14 days from written notice of the dispute.

If the dispute is not resolved by negotiation, either Party may refer the matter to mediation conducted by a mediator accredited by the Mediation Institute of Ireland (MII) in accordance with the Mediation Act 2017. The costs of mediation shall be shared equally between the Parties.

If mediation does not resolve the dispute within 30 days of commencement, either Party may commence proceedings in the courts of Ireland.

IN WITNESS WHEREOF, the Parties have executed this Consignment Agreement as of the date first written above.

Consignor

________________

Signature

Date: ________________

Consignee

________________

Signature

Date: ________________

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What Is a Consignment Agreement (Ireland)?

A Consignment Agreement in Ireland sets the services to be provided, the fees, the timetable, and each side's responsibilities for the engagement, and takes its legal force from the Sale of Goods Act 1893.

Consignment agreements in Ireland are governed by the Sale of Goods Act 1893, which provides the foundational rules for the sale and supply of goods including the passing of property and risk. Section 17 of the 1893 Act provides that property in specific goods passes when the parties intend it to pass, which is the fundamental principle that allows consignment arrangements to function. The consignor and consignee expressly agree that property does not pass to the consignee upon delivery but only passes to the end buyer upon sale. This retention of title is the commercial and legal essence of the consignment arrangement, and it must be clearly and unambiguously documented in the agreement to be legally effective — particularly in the event of the consignee's insolvency.

The Sale of Goods and Supply of Services Act 1980 (SGSSA 1980) supplements the 1893 Act by implying terms as to quality and fitness for purpose in contracts for the supply of goods and services. Where the consignee provides services in connection with the sale of the goods — such as display, storage, marketing, valuation, or customer service — the SGSSA 1980 implies that those services will be provided with due skill, care, and diligence under Section 39. These implied terms give the consignor recourse if the consignee fails to exercise proper care in storing or handling the consigned goods.

The Factors Act 1889 is particularly relevant to consignment arrangements in Ireland because it governs the ability of mercantile agents to pass good title to third parties. Section 2 of the Factors Act provides that a mercantile agent in possession of goods with the owner's consent can pass good title to a bona fide purchaser for value without notice of the owner's rights, which has important implications for the consignor's ownership position. A consignee who is a mercantile agent can bind the consignor to sales made within the usual course of business of such an agent, even if the consignee exceeds the specific authority granted in the agreement. The consignment agreement should clearly define the consignee's authority to sell and the permitted selling methods and price levels.

Consignment arrangements are widely used in Ireland across retail, art, fashion, antiques, automotive, agricultural produce, publishing, and wholesale sectors. They allow consignors to access retail channels and wider markets without the capital costs and operational risks of direct retail operations, while consignees can stock and display a broader range of goods without the capital outlay of purchasing inventory upfront. For small producers, artisan makers, and craft businesses in Ireland, consignment arrangements with specialist retailers or gallery operators provide an important route to market.

The Consumer Rights Act 2022, which transposed EU Directive 2019/771 and Directive 2019/770 into Irish law, is relevant to consignment arrangements where the consigned goods are ultimately sold to consumers. The consignee (as the seller to the consumer) must confirm that the goods conform with the contract of sale at the time of delivery and must comply with the statutory remedies regime under the 2022 Act if goods are found to be non-conforming. The consignment agreement should address how non-conformity claims and product returns are handled as between the consignor and the consignee.

VAT and Revenue obligations must be clearly addressed. Under the Value-Added Tax Consolidation Act 2010, the timing of the VAT supply in a consignment arrangement depends on whether the arrangement is treated as a call-off stock arrangement (governed by specific EU VAT rules under the Quick Fixes Directive 2018/1910 for cross-border transactions) or as two separate domestic supplies. Both the consignor and consignee must be registered for VAT where their turnover exceeds the applicable threshold (EUR 85,000 for goods and EUR 42,500 for services from 1 January 2025), and must issue valid VAT invoices and maintain proper records of all consignment transactions.

When Do You Need a Consignment Agreement (Ireland)?

An Irish Consignment Agreement is needed whenever the owner of goods wishes to place those goods with a third party for sale without transferring ownership until the goods are actually sold to an end buyer. This arrangement is common across many sectors of the Irish economy and provides benefits to both the consignor and the consignee.

You need an Irish Consignment Agreement when you are: a manufacturer or wholesaler placing goods with a retailer for sale to consumers, where you wish to retain ownership of unsold stock and the right to recall or redistribute goods; an artist, craftsperson, or designer placing artworks, handmade goods, or fashion items in a gallery, boutique, or retail outlet for sale on commission; a motor vehicle dealer placing vehicles with a sub-dealer or display site for sale to the public; a publisher placing books, magazines, or other publications with a bookshop or newsagent on a sale-or-return basis; a technology company placing equipment or devices with a reseller or distributor for demonstration and sale; or a wine or spirits producer placing stock with a hospitality venue for sale by the glass or bottle.

The consignment agreement is essential because without a clear written contract, the legal relationship between the parties may be ambiguous. Irish courts will look at the substance of the arrangement rather than its form, and if the arrangement is found to be a sale rather than a genuine consignment, the tax, insurance, and ownership consequences will be different. A well-drafted consignment agreement establishes that the consignor retains ownership, allocates risk and insurance obligations, defines the commission or pricing structure, sets reporting and accounting requirements, and provides for the return of unsold goods.

The agreement should also address VAT obligations under the Value-Added Tax Consolidation Act 2010, because the timing of the VAT supply depends on whether the arrangement is a genuine consignment or a sale. Insurance is critical because the consignee has physical possession of goods they do not own, and the agreement must specify who insures the goods and against what risks. Data protection obligations under the GDPR and the Data Protection Act 2018 must be addressed where personal data is processed in connection with the consignment arrangement.

A consignment agreement is also important for protecting the consignor's ownership rights in the event of the consignee's insolvency. Where a consignee becomes insolvent and a liquidator or receiver is appointed, the liquidator will seek to claim all assets in the consignee's possession as assets of the insolvent estate. A properly documented consignment agreement, supported by clear stock records and identification of the consigned goods, gives the consignor the best possible basis for reclaiming their goods from the insolvent estate as owner. Without clear documentation, the consignor may find their goods treated as part of the consignee's general stock and claimed for the benefit of creditors.

For art and antique consignments specifically, Irish law and practice may also require compliance with the EU Anti-Money Laundering Directive requirements applicable to art market participants, including record-keeping and customer due diligence obligations where the value of the transaction exceeds specified thresholds.

Under the Companies Act 2014, the Companies Registration Office (CRO) maintains the register of Irish companies. Section 343 of the Companies Act 2014 sets annual confirmation obligations. The Competition and Consumer Protection Commission (CCPC) enforces the Consumer Rights Act 2022. The Central Bank of Ireland regulates financial services under the Central Bank Act 1971. The High Court of Ireland has jurisdiction under Section 212 of the Companies Act 2014.

What to Include in Your Consignment Agreement (Ireland)

A thorough Irish Consignment Agreement should contain several essential provisions to confirm it is legally effective and protects the interests of both the consignor and the consignee under Irish law.

The identification of the parties must include the full legal names, addresses, and company registration numbers (if applicable) of the consignor and the consignee. The agreement should specify whether the consignee is acting as an agent for the consignor or as an independent contractor.

The description of goods clause must clearly identify the goods to be consigned, including quantity, quality specifications, model numbers, serial numbers (where applicable), and the condition of the goods at delivery. A detailed inventory schedule should be attached to the agreement and updated as goods are delivered, sold, or returned.

The ownership and title retention clause is the most critical provision. It must state unequivocally that the consignor retains full legal and beneficial ownership of the consigned goods until they are sold by the consignee to a third-party buyer. The clause should prohibit the consignee from pledging, charging, or otherwise encumbering the goods, and should require the consignee to keep the goods identifiable and separate from the consignee's own stock where practicable.

The pricing and commission clause should specify the retail selling price or the method for determining the selling price, the consignee's commission rate or markup, and the timing and method of payment to the consignor. All prices and payments should be denominated in EUR.

The risk and insurance clause should allocate risk of loss, damage, or deterioration to the consignee from the time of delivery, and require the consignee to maintain adequate insurance cover naming the consignor as an interested party. The minimum level of cover, the types of risks insured, and the obligation to produce evidence of insurance should be specified.

The stock reporting and accounting clause should require the consignee to maintain accurate records of all consigned goods, report sales and stock levels to the consignor at specified intervals, and permit the consignor to inspect the consigned goods and the consignee's records at reasonable times.

The return of unsold goods clause should specify the circumstances in which the consignor may recall unsold goods, the consignee may return unsold goods, and the process for inspection and acceptance of returned goods.

The VAT clause must address the VAT treatment of the consignment arrangement under the Value-Added Tax Consolidation Act 2010, including the timing of the taxable supply, the applicable VAT rate, invoicing requirements, and the allocation of VAT obligations between the parties.

The termination clause should provide for termination on notice, termination for breach, and the consequences of termination, including the obligation to return all unsold goods and to account for all sales proceeds within a specified period.

The termination clause should provide for termination on notice, termination for breach, and the consequences of termination, including the obligation to return all unsold goods and to account for all sales proceeds within a specified period after termination. The clause should address how any goods that are in transit, on hold, or the subject of a pending sale at the date of termination will be dealt with.

The intellectual property clause should address the consignor's intellectual property rights in the consigned goods — including trade marks, design rights, and copyright — and confirm that the consignee's authority to display and promote the goods does not extend to reproducing the consignor's intellectual property beyond what is necessary for the agreed purpose of sale.

The dispute resolution clause should provide for negotiation as a first step, followed by mediation under the Mediation Act 2017, and litigation in the Irish courts as the forum of last resort. For high-value commercial consignments, the parties may also wish to consider commercial arbitration under the Arbitration Act 2010 as an alternative to court proceedings. The forms-legal.com Consignment Agreement (Ireland) template covers the mandatory elements under Companies Act 2014.

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APA

Forms Legal. (2026). Consignment Agreement (Ireland) (Ireland) [Legal document template]. Forms Legal. https://forms-legal.com/ireland/business/contracts/consignment-agreement-ireland

MLA

"Consignment Agreement (Ireland) (Ireland)." Forms Legal, 2026, https://forms-legal.com/ireland/business/contracts/consignment-agreement-ireland.

BibTeX
@misc{formslegal-consignment-agreement-ireland,
  author       = {{Forms Legal}},
  title        = {Consignment Agreement (Ireland) (Ireland)},
  year         = {2026},
  howpublished = {\url{https://forms-legal.com/ireland/business/contracts/consignment-agreement-ireland}},
  note         = {Free legal document template. Based on Companies Act 2014}
}

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